Current Report Filing (8-k)
11 August 2018 - 7:39AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
August 10, 2018
Origo Acquisition Corporation
(Exact name of registrant as specified
in its charter)
Cayman Islands
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001-36757
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N/A
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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708 Third Avenue
New York, New York 10017
(Address of Principal Executive Offices)
(Zip Code)
(212) 634-4512
(Registrant’s Telephone Number,
Including Area Code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
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Item 1.01
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Entry into a Material Definitive Agreement.
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On August 10, 2018, Origo
Acquisition Corporation (the “
Company
”) entered into a Termination and Mutual Release Agreement by and among
the Company, Hightimes Holding Corp. (“
HTH
”), HTHC Merger Sub, Inc. (“
Merger Sub
”) and Jose
Aldeanueva, pursuant to which that certain Merger Agreement, dated July 24, 2017, as amended, by and among the Company, HTH, Merger
Sub and Jose Aldeanueva, and all of the transactions contemplated thereunder, have been terminated, with each party affording the
other mutual release of claims and agreements of non-disparagement.
On August 10, 2018,
the officers and directors of the Company notified the Company that they will cease making contributions to the
Company’s trust account
established in connection with the Company’s initial
public offering (the “
Trust Account
”),
as described in the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on June 13, 2018. Accordingly, there will be no contribution of $0.04 per public
share for the calendar month commencing on August 12, 2018 or any subsequent period. Due to the Company’s inability to consummate
an initial business combination within the time period required by its amended and restated memorandum and articles of association,
as amended (the “
Memorandum and Articles of Association
”), it intends to dissolve and liquidate in accordance
with the Memorandum and Articles of Association and will redeem all of its outstanding ordinary shares that were included in the
units issued in its initial public offering (the “
Public Shares
”), at a per-share redemption price of approximately
$11.00.
As of the close
of business on August 15, 2018, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption
amount.
In
order to provide for the disbursement of funds from the Trust Account, the Company has instructed the trustee of the Trust Account
to take all necessary actions to immediately liquidate the Trust Account. The proceeds of the Trust Account will be held in a non-interest
bearing account while awaiting disbursement to the holders of the Public Shares. Holders of Public Shares may redeem their shares
for their
pro rata
portion of the proceeds of the Trust Account by delivering their Public Shares to Continental
Stock Transfer & Trust Company, the Company’s transfer agent.
Beneficial owners of Public Shares held in “street
name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public
Shares will be completed within ten (10) business days after August 15, 2018.
The Company’s
initial shareholders have waived their redemption rights with respect to the outstanding ordinary shares issued prior to the Company’s
initial public offering or in a private placement in connection with the closing of the Company’s initial public offering.
There
will be no redemption rights or liquidating distributions with respect to the Company’s warrants and rights, which will expire
worthless.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 10, 2018
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ORIGO ACQUISITION CORPORATION
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By:
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/s/ Edward J. Fred
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Name: Edward J. Fred
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Title: Chief Executive Officer
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